UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
RENTRAK CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
760174 10 2
(CUSIP Number)
JANUARY 23, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1745 (12-02)
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CUSIP No. 760174102 13G/A Page 2 of 6 Pages
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NEIL GAGNON
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2.
CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
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3. SEC USE ONLY
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4.
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 5.
SHARES SOLE VOTING POWER 218,625
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BENEFICIALLY 6.
OWNED BY SHARED VOTING POWER 92,937
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EACH 7.
REPORTING SOLE DISPOSITIVE POWER 192,723
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PERSON WITH: 8.
SHARED DISPOSTIVE POWER 326,723
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9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 519,459
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10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.92%
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12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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CUSIP No. 760174102 13G/A Page 3 of 6 Pages
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ITEM 1.
(a) Name of Issuer: RENTRAK CORPORATION
(b) Address of Issuer's Principal Executive Offices:
7700 N.E. AMBASSADOR PLACE
PORTLAND, OREGON 97220
ITEM 2.
(a) Name of Person Filing: NEIL GAGNON
(b) Address of Principal Business Office or, if none, Residence:
1370 AVE. OF THE AMERICAS, SUITE 2400 NEW YORK, NY 10019
(c) Citizenship: US
(d) Title of Class of Securities: COMMON STOCK, PAR VALUE $.001 PER SHARE
(e) CUSIP Number: 760174102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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CUSIP No. 760174102 13G/A Page 4 of 6 Pages
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ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
As of January 23, 2007, Neil Gagnon beneficially
owned 519,459 shares of Rentrak Corporation, which
amount includes (i) 91,109 shares beneficially
owned by Mr. Gagnon over which he has sole voting
power and sole dispositive power; (ii) 23,974
shares beneficially owned by Mr. Gagnon over which
he has sole voting power and shared dispositive
power; (iii) 57,899 shares beneficially owned by
Lois Gagnon, Mr. Gagnon's wife, over which he has
shared voting power and shared dispositive power;
(iv) 345 shares beneficially owed by Mr. Gagnon
and Mrs. Gagnon as Joint Tenants with Rights of
Survivorship, over which he has shared voting
power and shared dispositive power; (v) 12,578
shares held by the Lois E. and Neil E. Gagnon
Foundation (the "Foundation"), of which Mr. Gagnon
(a) Amount beneficially is a trustee and over which he has shared voting
owned: power and shared dispositive power; (vi) 22,115
shares held by the Gagnon Family Limited
Partnership (the "Partnership") of which Mr.
Gagnon is a partner and over which he has shared
voting power and shared dispositive power; (vii)
18,520 shares held by the Gagnon Grandchildren
Trust (the "Trust") over which Mr. Gagnon has
shared dispositive power but no voting power;
(viii) 100,997 shares held by four hedge funds
(collectively, the "Funds"), of which Mr. Gagnon
is either the principal executive officer of the
manager or the managing member of a member of the
general partner or the managing member and over
which he has sole dispositive power and sole
voting power; (ix) 720 shares held by the Gagnon
Securities LLC Profit Sharing Plan and Trust (the
"Plan") of which Mr. Gagnon is a Trustee and over
which Mr. Gagnon has sole voting power and sole
dispositive power; (x) 1,915 shares held by the
Plan over which Mr. Gagnon has sole voting power
and shared dispositive power; and (xi) 189,377
shares held for certain customers of Gagnon
Securities LLC, of which Mr. Gagnon is the
managing member and principal owner and over which
he has shared dispositive power but no voting
power.
4.92% beneficially owned by Mr. Gagnon.
Calculation of percentage of beneficial ownership
(b) Percent of class: is based on 10,562,432 shares of Issuer's Common
Stock outstanding, as reported by the Issuer in
its Annual Report filed on its Form 10-Q for the
period ended September 30, 2006.
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CUSIP No. 760174102 13G/A Page 5 of 6 Pages
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 218,625
(ii) Shared power to vote or to direct the vote: 92,937
(iii) Sole power to dispose or to direct the disposition of: 192,736
(iv) Shared power to dispose or to direct the disposition of: 326,723
ITEM 5
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [X]
Item 6-9 Not Applicable
Filing of this statement by Mr. Gagnon shall not be deemed an admission
that he beneficially owns the securities reported herein as held in customer
accounts at Gagnon Securities LLC or by the Foundation, the Partnership, the
Trust, the Funds or the Plan. Mr. Gagnon expressly disclaims beneficial
ownership of all securities held in such customer accounts or by the Foundation,
the Partnership, the Trust, the Funds or Plan. No single client's interest as
reported in the customer accounts at Gagnon Securities LLC exceeds 5% of the
outstanding Common Stock of the Issuer.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect. [X]
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CUSIP No. 760174102 13G/A Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FEBRUARY 5, 2007
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Date
/S/ NEIL GAGNON
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Signature
NEIL GAGNON
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)